A foreign entrepreneur does not need Slovak citizenship simply to manage a Slovak limited liability company.
However, the answer to “Can I become the managing director?” depends on more than nationality.
For a foreign managing director of a Slovak s.r.o., the relevant issues can include citizenship, Slovak residence status, good-repute requirements, a foreign criminal-record certificate, the formal appointment procedure, the way documents are signed, access to the company’s electronic mailbox and separate KYC requirements imposed by banks and service providers.
The rules also change materially on 17 August 2026. In particular, certain decisions appointing or removing managing directors become subject to a stronger notarial or attorney-authorised form.
In this guide, the Slovak term konateľ is translated as managing director. It refers to the statutory executive body of a Slovak s.r.o.; it should not automatically be equated with every use of the word “director” in foreign corporate systems.
Can a foreigner be a managing director of a Slovak s.r.o.?
Yes. Under §133 of the Slovak Commercial Code, an s.r.o. has one or more managing directors. A managing director must be a natural person, and the general meeting may appoint a shareholder or another natural person.
This allows, for example:
a foreign individual owning 100% of the company and acting as its sole managing director;
a foreign shareholder with a different person acting as managing director;
a foreign company owning 100% of the Slovak s.r.o., while an individual acts as managing director;
several foreign individuals acting as managing directors.
A foreign legal entity can therefore own the Slovak company, but it cannot itself occupy the position of managing director of an s.r.o., because the managing director must be a natural person.
Is Slovak citizenship required?
No. Slovak citizenship is not a general condition for appointment as managing director of an s.r.o. The more important questions are whether the individual meets the general eligibility requirements and whether the Commercial Register residence-permit rule applies to that foreign person.
Citizenship and residence should therefore never be treated as synonyms. A Polish citizen living permanently in Poland, a Turkish citizen living in Türkiye and another third-country citizen living in the UAE can each have a different documentary position.
Does a foreign managing director need Slovak residence?
This is one of the most important questions in the entire process.
EU and EEA citizens
Under the Commercial Register regime effective from 17 August 2026, EU/EEA citizens are exempt from the Slovak residence-permit test applied before registration as a person authorised to act for the company.
Non-EU OECD citizens
The exemption is wider than the EU/EEA. The legislation also expressly exempts citizens of OECD Member States. The correct eligibility question is therefore broader than “Are you an EU citizen?”
Other third-country nationals
Where the individual does not fall within the EU/EEA or OECD exemption, the registrar must examine whether the person has a residence permit in the Slovak Republic before registration in the relevant position. The appropriate immigration route should be analysed separately under Slovak immigration law.
Does a managing director need to physically live in Slovakia?
Not merely because they are managing director. A legal requirement to hold a particular residence status and the question of where a person actually spends most of their life are different matters.
A foreign managing director can perform many corporate-management functions while living abroad. Operationally, the company still needs valid document execution, official electronic communication, banking access, accounting and tax coordination, and reliable handling of correspondence.
Where important management decisions are effectively made from another country, separate cross-border tax or place-of-effective-management questions may arise. That is not a condition for appointment and should be analysed separately in material cases.
Shareholder and managing director are two different roles
Issue | Shareholder | Managing Director |
|---|---|---|
Owns the company | Yes | Not necessarily |
Manages day-to-day corporate affairs | Not merely by owning shares | Yes |
Represents the company externally | Not automatically | Yes, according to registered manner of acting |
Can be a foreign individual | Yes | Yes |
Can be a foreign company | Yes | No - managing director must be a natural person |
Residence issue | Ownership alone does not create the director residence test | Foreign-director residence rule can apply |
Criminal-record / good-repute issue | Not merely because of share ownership | Relevant particularly in trade-licensing context |
Registered in Commercial Register | Yes, where applicable | Yes |
Can the foreign shareholder also be the sole managing director?
Yes. A natural person may both own the company and serve as its managing director, provided the ordinary eligibility and foreign-director requirements are met. Slovak corporate law expressly allows managing directors to be appointed from among the shareholders.
Example: a Polish citizen can own 100% of a Slovak s.r.o. and act as its sole managing director without obtaining Slovak residence merely for the Commercial Register residence test, because an EU citizen falls within the exemption.
For a non-exempt third-country person, the ability to own the business interest and the ability to be registered as managing director must be assessed separately.
Does a foreign managing director need a criminal record certificate?
For a typical Slovak s.r.o. obtaining or maintaining trade authorisations, a foreign managing director commonly does need to provide criminal-record documentation.
The legal reason matters. The Trade Licensing Act connects the general good-repute condition of a Slovak legal entity to the natural persons forming its statutory body. The official electronic trade-notification process also requests criminal-record extracts for statutory representatives who are not Slovak citizens.
Which country’s criminal record certificate should a foreign director obtain?
The answer can depend on citizenship and residence history. The Trade Licensing Act recognises a criminal-record extract issued by the competent authority of the person’s state of nationality or, under the statutory conditions, a state in which the individual demonstrably stayed continuously for at least six months during the preceding five years.
If the relevant state does not issue such a certificate, an equivalent public document or an appropriately authenticated declaration can be used under the statutory conditions.
In a straightforward case, start with:
country of citizenship;
recent long-term residence history;
the exact criminal-record document available in the relevant jurisdiction.
Where the person has lived in several countries, confirm the correct evidence before ordering certificates, apostilles or translations.
How recent must the criminal record certificate be?
For the relevant Trade Licensing Act procedure, the statutory rule is clear: the criminal-record extract must not be older than three months when submitted.
Do not turn this into a general rule that every foreign corporate document must be less than three months old. The verified three-month rule applies to the relevant criminal-record documentation.
Does the criminal record certificate need an apostille?
Not always. The answer depends on the issuing country, document type, the Hague Apostille Convention, bilateral or multilateral treaties and EU public-document rules.
For a public document from a Hague Convention state, an apostille is generally the standard higher-authentication mechanism unless another applicable rule removes the requirement. For a document from a state outside the Hague system, legalisation and Slovak superlegalisation may be required.
Important EU exception
Regulation (EU) 2016/1191 covers public documents concerning, among other things, absence of a criminal record. Within its scope, another EU Member State cannot require an apostille for the authenticity of that document.
Therefore, do not automatically tell an EU managing director to obtain an apostille on an EU criminal-record certificate.
Does the criminal record need an official Slovak translation?
The Trade Licensing Act provides that the relevant foreign criminal-record extract is submitted together with an officially certified Slovak translation. EU multilingual standard forms may simplify translation in cases covered by Regulation (EU) 2016/1191 where the receiving authority can use the form.
Consent to appointment as managing director
The new Commercial Register Act expressly lists the consent to appointment of a person who becomes the statutory body or its member as a document kept in the collection of documents.
This consent should not be confused with the shareholder decision that actually appoints the managing director. They are separate documents:
shareholder/general-meeting decision → the company appoints the director;
director’s consent → the individual accepts the appointment.
The stronger form introduced from 17 August 2026 primarily concerns the corporate appointment decision. It does not mean that every document signed by the incoming director must itself be a Slovak notarial deed.
Specimen signature of a managing director
This is an important 2026 practical detail. Under §34 of the new Commercial Register Act, the specimen signature of a statutory representative must be handwritten in the presence of a notary, an authorised notarial employee or an authorised municipal employee. The Act states that the person cannot merely sign earlier and later acknowledge the signature as their own.
For a foreign director, do not assume that an ordinary scan, basic electronic signature, foreign notarisation or embassy signature certification automatically satisfies this specific statutory wording. The execution route should be confirmed before signing the specimen.
Can a foreign managing director be appointed remotely?
Potentially yes, but the process must be structured correctly. A remote appointment should be broken into separate legal steps:
The corporate appointment decision must follow the post-17-August notarial or attorney-authorised regime. The foreign director’s own documents then need to be executed in the form required for each document.
Can the director sign documents at a Slovak embassy?
A Slovak embassy or consulate can perform selected notarial functions, including certification of a person’s signature on documents intended for use in Slovakia. This can be useful for Powers of Attorney, declarations and other documents where signature certification is legally sufficient.
Because the certification is performed by a Slovak diplomatic mission, it can simplify the cross-border authentication workflow. However, signature certification is not the same as a notarial deed. The embassy route therefore does not automatically substitute for the stronger form now required for certain appointment decisions, and the new specimen-signature rule should be checked separately.
Signing before a foreign notary
A typical cross-border workflow is:
The exact route depends on the issuing/signing country. Do not order a foreign notarisation or apostille until the exact Slovak formal requirement has been confirmed.
Can a foreign director use an electronic signature?
Yes, for documents and procedures where electronic execution is legally sufficient. Under eIDAS, a qualified electronic signature (QES) + time stamp has the equivalent legal effect of a handwritten notarized signature, and a QES based on a qualified certificate issued in one EU Member State must be recognised as qualified in the other Member States.
A scanned handwritten signature, typed name or ordinary click-to-sign process is not automatically a QES. Nor does QES override a separate statutory requirement for a notarial deed or attorney-authorised document.
How is the foreign director registered in the Slovak Commercial Register?
From 17 August 2026, the Commercial Register records for a natural person acting as a statutory body or its member include identifying data such as name and surname, date of birth, Slovak birth number where applicable or another identifier, residence and the dates on which the function begins and ends.
For an s.r.o., the register also records the managing director or directors together with the manner in which they act for the company. Before registration, the registrar performs the relevant statutory checks, including the foreign-director residence test.
If the company has two foreign managing directors
An s.r.o. can have more than one managing director. If there are several managing directors, each is authorised to act independently unless the constitutional document provides otherwise.
For example, the company can choose:
Independent acting: “Each managing director acts independently on behalf of the company.”
Joint acting: “Two managing directors act jointly on behalf of the company.”
The chosen manner of acting must be reflected correctly in the corporate documents and the Commercial Register. It should be decided deliberately because joint signing can increase control but also slow everyday operations.
How does a foreign director access the company’s Slovensko.sk electronic mailbox?
A Slovak company has an official electronic mailbox used for legally significant communication with public authorities. Foreign managing directors must ensure that access and monitoring are solved even if they live abroad.
Depending on the situation, available routes can include Slovak electronic credentials, an electronic residence document, an alternative authenticator, recognised electronic identification from another EU Member State through eIDAS, or authorised access by another eligible person.
For a practical overview, see ADVISON’s guide to the Slovensko.sk electronic mailbox.
The alternative authenticator itself is not fully remote: official Slovensko.sk guidance requires a foreign statutory representative to apply personally at the Foreign Police. This is another reason to plan mailbox access instead of assuming it will solve itself after registration.
What does the bank require from a foreign managing director?
Bank onboarding is a separate process from appointment and Commercial Register registration. A bank may independently ask for passport or national ID, proof of address, tax residency, UBO information, ownership structure, business model, expected transactions, source of funds where appropriate and a personal meeting.
Does becoming a Slovak managing director make you a Slovak tax resident?
No, not by itself. Slovak personal tax residency is assessed using separate criteria such as permanent residence, domicile and habitual presence, subject also to applicable double-tax treaties. Holding the corporate office of managing director is not itself an automatic personal-tax-residency trigger.
If the managing director receives remuneration, works physically in Slovakia or is tax resident elsewhere, the taxation of that remuneration and any social-security implications should be analysed separately.
Does a managing director need to receive a salary?
A managing director does not become an employee merely because they are appointed to corporate office. The relationship between the company and a member of its corporate body is governed by the corporate rules and, where used, an agreement on performance of the function. Remuneration should therefore be documented deliberately rather than assuming that an employment salary is automatically required.
Where remuneration is paid, tax and social-security treatment should be reviewed for the specific director and country of residence.
Does being director of a VAT-registered company change the requirements?
Not merely because the company has a VAT number. The core corporate eligibility rules for the managing director remain the same. A VAT-registered company does, however, make tax and operational due diligence more important, including accounting continuity, VAT filings, tax-office correspondence and access to historic records.
See ADVISON’s VAT-registered ready-made companies.
EU/EEA vs OECD vs Other Third-Country Managing Director
Issue | EU/EEA citizen | Non-EU OECD citizen | Other foreign national |
|---|---|---|---|
Slovak citizenship required | No | No | No |
Slovak residence permit for Commercial Register | No | No | Yes, generally must be resolved before registration |
Can physically live outside Slovakia | Yes, subject to practical/tax issues | Yes, subject to practical/tax issues | Immigration status and practical operation must be analysed |
Foreign criminal record | Commonly relevant for trade licensing | Same underlying good-repute issue | Same underlying good-repute issue |
Apostille / legalisation | EU simplifications may apply | Country/treaty dependent | Country/treaty dependent |
Slovak translation | Depends on document/EU exception | Assess individually | Assess individually |
Appointment after 17 Aug 2026 | New qualified corporate-decision form applies | Same | Same |
Commercial Register filing | Electronic | Electronic | Electronic after residence condition |
Remote appointment | Often possible with correct structure | Often possible with correct structure | Possible after residence/form issues solved |
Bank onboarding | Bank-specific | Bank-specific | Bank-specific |
Electronic mailbox | Must arrange access | Must arrange access | Must arrange access |
Practical scenarios
Scenario 1 - Polish citizen
A Polish citizen living in Poland buys 100% of a Slovak ready-made s.r.o. and becomes its sole managing director. As an EU citizen, no Slovak residence permit is required for the Commercial Register residence test. The client still needs the appointment documentation and, where the company operates under trade authorisations, the foreign-director good-repute process. An EU absence-of-criminal-record document should not automatically be apostilled without first checking Regulation (EU) 2016/1191.
Scenario 2 - Dutch citizen, Dutch B.V. shareholder
A Dutch B.V. owns the Slovak s.r.o. and appoints a Dutch natural person as managing director. The B.V. can be the shareholder, but the managing-director position must be occupied by a natural person. As an EU citizen, the director is exempt from the Slovak residence-permit test. Corporate KYC separately requires verification of the Dutch shareholder, its representative and UBO structure.
Scenario 3 - UAE resident
A person residing in the UAE wants to become managing director. The first question is citizenship, not simply UAE residence. If the individual has EU/EEA or OECD citizenship, the Commercial Register residence exemption may still apply. If the person’s citizenship falls outside those categories, Slovak residence must be resolved before registration. UAE-issued public documents also require country-specific legalisation analysis rather than an automatic instruction to obtain an apostille.
Scenario 4 - Two foreign directors
Two EU citizens are appointed managing directors. The company can provide that each acts independently or that two directors act jointly. The selected manner of acting is reflected in the Commercial Register. This should be chosen deliberately because joint signing increases control but can make routine operation less flexible.
Can you become a managing director of a Slovak company? Decision Tree
What to send us if you will become the managing director
For an initial assessment, send:
scan of passport or national ID;
nationality;
country of residence;
full permanent/residential address;
whether you will also become the shareholder;
whether the company will have one or several managing directors;
intended manner of acting if there will be several directors;
whether you are forming a new company or buying a ready-made company;
intended business activity;
country in which you intend to sign documents;
information on any existing Slovak residence permit.
Common mistakes foreign managing directors make
Assuming every foreign director needs Slovak residence.
Assuming no foreign director ever needs Slovak residence.
Confusing shareholder requirements with managing-director requirements.
Ordering the wrong criminal-record certificate.
Using a criminal record older than the verified three-month limit.
Automatically obtaining an apostille on an EU criminal-record certificate.
Translating before final authentication is attached.
Assuming a scan is the final legal document.
Treating DocuSign or a scanned signature as automatically equivalent to QES.
Assuming QES overrides the new notarial or attorney-authorised corporate form.
Ignoring the special specimen-signature rule from 17 August 2026.
Ignoring the company’s Slovensko.sk electronic mailbox.
Assuming bank access follows automatically from Commercial Register registration.
Choosing an impractical manner of acting for multiple directors.
View Slovak ready-made companies | VAT-ready-made companies | Contact ADVISON
FAQ
Can a foreigner be a director of a Slovak company?
Yes. A foreign natural person can act as managing director of a Slovak s.r.o. Slovak citizenship is not a general requirement.
Does a director of a Slovak s.r.o. need Slovak citizenship?
No.
Can a foreign company be the managing director?
No. The managing director of an s.r.o. must be a natural person. A foreign company can instead be the shareholder.
Does a foreign managing director need residence in Slovakia?
It depends on citizenship. From 17 August 2026, EU/EEA and OECD citizens are exempt from the Commercial Register residence-permit test. Other foreign nationals generally need to resolve Slovak residence before registration.
Can a non-EU citizen be a managing director?
Yes, but “non-EU” is not sufficiently precise. A non-EU OECD citizen may qualify for the residence exemption; another third-country citizen may require Slovak residence.
Can a Polish citizen be managing director of a Slovak s.r.o.?
Yes. As an EU citizen, a Polish director falls within the residence-permit exemption.
Can a Turkish citizen be managing director without Slovak residence?
Türkiye is an OECD Member State, so the OECD citizenship exemption is relevant to the Commercial Register residence test. The individual documentation should still be checked before filing.
Does a foreign director need a criminal record certificate?
For a typical s.r.o. subject to Slovak trade-licensing good-repute requirements, non-Slovak statutory representatives commonly must provide criminal-record documentation.
How old can the criminal-record certificate be?
Under the verified Trade Licensing Act rule, no more than three months at submission.
Does an EU criminal record need an apostille?
Not where the document and use fall within Regulation (EU) 2016/1191 concerning absence of criminal record.
Does the criminal record need Slovak translation?
The Trade Licensing Act generally requires the relevant foreign extract together with an officially certified Slovak translation, subject to applicable EU simplifications.
Can the foreign director sign documents abroad?
Potentially yes. The appropriate method depends on the particular document and its legally required form.
Can documents be signed at a Slovak embassy?
A Slovak embassy can certify signatures for relevant documents, but signature certification is not a substitute for a notarial deed where Slovak law requires that stronger form.
Can a foreign director use QES?
Yes for acts whose legal form permits electronic execution. An EU qualified electronic signature has handwritten-signature equivalence, but it does not override a separate special statutory form.
Can a foreign director be appointed remotely?
Often yes, if the appointment decision, director documents, residence requirements and filing are all structured correctly. No universal “100% remote” promise should be made before reviewing the individual case.
Can the same person be shareholder and managing director?
Yes, provided the person satisfies the relevant director requirements.
Can a Slovak s.r.o. have two foreign managing directors?
Yes. Their manner of acting must be correctly set in the corporate documents and Commercial Register.
Does becoming managing director make me a Slovak tax resident?
Not automatically. Personal tax residency is determined by separate statutory criteria and applicable treaties.
Does a managing director have to receive a salary?
No employment salary arises automatically merely from appointment. The remuneration arrangement should be structured under the applicable corporate and tax rules.
How does a foreign managing director access Slovensko.sk?
Depending on the case, through supported Slovak credentials, an alternative authenticator, recognised EU electronic identification via eIDAS or authorised access by another person.
Does a foreign director have to visit a Slovak bank?
There is no universal company-law requirement, but a bank may require personal onboarding as part of its own KYC process.
